A Costa Rican corporation that misses its April beneficial-ownership filing cannot register any document at the Registro Nacional once the window closes. That includes the deed that would sell the house it holds. For a company set up years earlier to hold one property and nothing else, the filing is easy to forget. It is also only one of three deadlines the company carries every year, however quiet it stays.

Why buyers use a company at all

Foreign ownership of Costa Rican real estate carries no restriction on whether the buyer holds title personally or through a company. Buyers still often choose a company, mainly because only the company’s own assets are exposed to a claim against the property, and because the property can later change hands by transferring the company’s shares or quotas rather than by a new deed.

That second reason is weaker than it once was. Transferring more than 50 percent of the shares of a company that holds real estate now counts as transferring the property itself for transfer-tax purposes (Law 6999, as reformed in 2012). It triggers the same 1.5 percent tax a direct sale would. A company still simplifies the closing, but it no longer avoids the tax on a later sale of a controlling stake.

Two structures, one shield for personal assets

Costa Rica offers two common vehicles. A sociedad anónima (S.A.) needs three separate people as president, secretary and treasurer. It also needs an independent auditor, and its shares transfer by simple endorsement. A sociedad de responsabilidad limitada (S.R.L.) has no board requirement and is run by one or more managers. That is why it has become the more common choice for a company built to hold a single property rather than run a business. Both shield an owner’s personal assets beyond what was put into the company.

The corporate tax due every January

Every Costa Rican company, active or not, owes the Impuesto a las Personas Jurídicas (Law 9428). It is due in full by 31 January each year. The amount is a percentage of the judiciary’s annual base salary, which is 462,200 colones for 2026 and has not changed in five years.

A company not registered as an income-tax filer pays 15 percent: 69,330 colones. A typical holding company pays 25 percent, or 115,550 colones. That rate covers a company with no economic activity, with no declared income or with gross income under 120 base salaries. Higher income brackets pay 30 or 50 percent.

Three consecutive years of non-payment can lead the Registro Nacional to dissolve the company outright. Until then, an unpaid company cannot get registry certifications or contract with the state. The Registro Nacional has a regional office in the city of Limón, on the second floor of the Banco de Costa Rica building opposite Parque Vargas, according to the registry’s own directory of offices.

The beneficial-ownership filing due every April

Since 2019 every Costa Rican legal entity has had to file an annual ordinary declaration with the Registro de Transparencia y Beneficiarios Finales, naming who ultimately owns and controls it. A company that does nothing but hold one house is no exception. The window runs from 1 to 30 April each year. The filing is required even when nothing has changed since the last one.

Missing it can bring a fine of up to 2 percent of the company’s gross income from the prior period, capped at 100 base salaries. For an owner who wants to sell, the fine matters less than the registry block described at the top of this piece.

The same month, a second filing for an inactive company

An inactive company also owes an annual balance-sheet declaration to the tax authority. Inactive here means no economic activity beyond holding the property. The declaration is now consolidated as Form 272 (formerly D-195 and, before that, D-135). It reports the company’s assets, liabilities and net worth as they stood on 31 December. It is due by 30 April, the same month as the beneficial-ownership filing, and it applies whether or not the company’s numbers moved during the year.

The year in three dates

The choice between an S.A. and an S.R.L. is best made before incorporating, since converting later means new paperwork rather than a simple renaming. After that, the company’s year comes down to three dates. The corporate tax is due by 31 January. The beneficial-ownership filing and the inactive-company balance sheet are both due by 30 April.

The figures and thresholds change by decree and by law, so a Costa Rican lawyer or accountant should confirm a company’s calendar and standing before an owner incorporates, sells shares or lets one of those dates pass.

Sources

  • Registro Nacional, Sedes y contactos (directory of the registry’s offices, including Limón), consulted October 2026.